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Exhibit (4)-1
REGISTERED REGISTERED
THIS DEBENTURE IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY") OR A NOMINEE
THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL DEBENTURES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL SECURITY IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY OR IN
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF HAS AN INTEREST
HEREIN.
TRINOVA CORPORATION
7-7/8% DEBENTURES DUE JUNE 1, 2026
CUSIP:
896 678 AD1
ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT:
JUNE 3, 1996 $100,000,000
INTEREST RATE: MATURITY DATE:
7-7/8% June 1, 2026
TRINOVA CORPORATION, an Ohio corporation (hereinafter called the
"Company"), for value received hereby promises to pay to Cede & Co. or
registered assigns the principal sum of One Hundred Million Dollars
($100,000,000) on June 1, 2026, and to pay interest thereon from June 1, 1996 or
from the most recent Interest Payment Date to
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which interest has been paid or duly provided for in arrears, semiannually on
June 1 and December 1 of each year (each an "Interest Payment Date") commencing
December 1, 1996, at the rate of 7-7/8% per annum until the principal hereof
becomes due and payable, and at such rate on any overdue principal and (to the
extent that payment of such interest shall be legally enforceable) on any
overdue installment of interest. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date, will, as provided in the
Indenture dated as of May 1, 1996 between the Company and NBD Bank, as Trustee
(as amended or supplemented, the "Indenture"), be paid to the Holder in whose
name this Debenture is registered at the close of business on the Regular Record
Date for such Interest Payment Date, which shall be the May 15 or November 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the registered Holder on such Regular
Record Date by virtue of his or her having been such Holder, and shall be paid
to the Person in whose name this Debenture is registered at the close of
business on a subsequent record date for the payment of such interest to be
fixed by or on behalf of the Company, notice whereof shall be given to Holders
of Debentures not less than 15 days prior to such subsequent record date, all as
more fully provided in the Indenture. The principal of and interest on this
Debenture shall be paid by the Company in immediately available funds in
accordance with the written instructions provided by the Holder hereof to the
Company.
This Debenture is one of a duly authorized issue of securities of the
Company (the "Securities"), issued or to be issued in one or more series under
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of
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the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Debentures and of the terms
upon which the Debentures are, and are to be, authenticated and delivered. This
Debenture is one of the series designated on the face hereof limited in
aggregate principal amount to $100,000,000. Interest payments for this Debenture
shall include interest accrued to, but excluding, the respective Interest
Payment Date and shall be computed and paid on the basis of a 360-day year of
twelve 30-day months. Any payment of principal of or interest on this Debenture
that is due on a date other than a Business Day shall be made on the next
succeeding Business Day and, in the case of timely payment thereof, the
computation of interest payable on such succeeding Business Day shall not
include any interest due between the scheduled payment date and such succeeding
Business Day.
The Debentures are not subject to redemption or any sinking fund.
If an Event of Default with respect to the Debentures shall have
occurred and be continuing, the principal of all of the Debentures may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than sixty-six and two-thirds percent in
aggregate principal amount of the Securities at the time outstanding of all
series to be affected (voting as one class). The Indenture also contains
provisions permitting the Holders of a specified percentage in aggregate
principal amount of the Securities of any series at the time outstanding, on
behalf of the Holders of all of the Securities of such series, to waive certain
past defaults by the Company under the Indenture and their consequences. Any
such
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consent or waiver by the Holder of this Debenture shall be conclusive and
binding upon such Holder and upon all future Holders of this Debenture and of
any Debenture issued upon the registration of transfer hereof for an exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Debenture.
Holders of Debentures may not enforce their rights pursuant to the
Indenture or the Debentures except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Debenture or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Debenture at the times, place and rate, and in the coin or currency herein
prescribed.
Notwithstanding any other provision of the Indenture to the contrary,
unless and until it is exchanged in whole or in part for Securities in
definitive registered form without coupons, this Global Security may not be
transferred except as a whole by the Depositary to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary.
If at any time the Depositary for this Debenture notifies the Company
that it unwilling or unable to continue as Depositary for this Debenture or if
at any time the Depositary for this Debenture shall no longer be eligible under
the Indenture, the Company shall appoint a successor Depositary with respect to
this Debenture. If (i) the Depositary for this Debenture is at any time
unwilling or unable to continue as Depositary or the Depositary for this
Debenture of such series ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and a successor Depositary is not
appointed by the Company within
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90 days after the Company receives such notice or becomes aware of such
ineligibility or (ii) the Company executes and delivers to the Trustee an order
to the effect that the Debentures shall no longer be represented by a Global
Security, the Company's election that the Debentures be represented by Global
Securities shall no longer be effective with respect to the Debentures, and the
Company shall execute, and the Trustee, upon receipt of an order of the Company
for the authentication and delivery of definitive Debentures, shall authenticate
and deliver Debentures in definitive registered form without coupons, in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of this Global Security in exchange for this Global Security.
Upon the exchange of this Global Security for Debentures in definitive
registered form without coupons, in authorized denominations, this Global
Security shall be cancelled by the Trustee. Debentures in definitive registered
form without coupons issued in exchange for this Global Security pursuant to the
Indenture shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
the Debentures to or as directed by the persons in whose names such Securities
are so registered.
At the Company's option, and upon delivery by the Trustee of certain
officers' certificates and opinions of counsel, either (a) the Company will be
deemed to have paid and discharged all outstanding Securities of such series or
(b) the Company's obligations to comply with any term, provision, condition or
covenant specified at the time of issuance of the Debentures will be terminated,
in either case upon the deposit with the Trustee, in trust, of money sufficient
to pay and discharge the Debentures or a deposit of direct noncallable
obligations of, or noncallable obligations the payment of principal of and
interest on which is
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fully guaranteed by, the United States of America, maturing as to principal and
interest in such amounts and at such times as will, together with the income to
accrue thereon (but without reinvesting any proceeds), be sufficient to pay and
discharge the Debentures of such series.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentation of this Debenture for registration of
transfer or exchange, except as provided herein, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name this
Debenture is registered as the owner hereof for all purposes, whether or not
this Debenture be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
All terms used in this Debenture which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been duly executed
by the Trustee by manual signature, this Debenture shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
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WITNESS the seal of the Company and the
signatures of its duly authorized officers.
TRINOVA CORPORATION
By /s/ Darryl F. Allen
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Darryl F. Allen
Chairman of the Board, President
and Chief Executive Officer
Attest:
(Seal) By /s/ David K Nees
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David K Nees
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated and referred to in
the within-mentioned Indenture.
Dated: June 3, 1996
NBD BANK, as Trustee
By /s/ Vincent F. Caraktin
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Vice President
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ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT
MIN ACT - _______ custodian ________
TEN ENT - as tenants by the entireties (cust) (Minor)
Under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common ______________________________________
State
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED the undersigned hereby sell(s)
assign(s) and transfer(s), unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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Please print or typewrite name and address
including postal zip code of assignee
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the within debenture and all rights thereunder, hereby irrevocably constituting
and appointing
___________________________________________________________________ attorney to
transfer said debenture on the books of the Company, with full power of
substitution in the premises.
Dated: ___________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument
in every particular, without alteration
or enlargement or any change whatever.